Dated November 25, it is being initiated “for abundant caution”, within days of TGB formally removing Mistry as chairman by voting – seven of the 10 directors had voted against Mistry.
He continues to remain on the board as a director. In the same board meeting, another director and a Tata loyalist, Harish Bhat, was appointed chairman.
Mistry had termed the voting in the November 15 board meeting as “illegal”, as no prior notice for his removal was given and the resolution was not on the agenda. Also, a controversy erupted as Tata Global failed to keep an audiovisual record of the meeting, required under law. The absence of these came to light after Mistry asked for the record, so as to take legal action.
In an early November stormy board meeting of Tata Steel, an independent director had asked the entire audio and video recording to be converted as minutes of the board meeting, which unsettled other Tata directors.
A bitter war between Mistry and Ratan Tata broke out after the board of Tata Sons, holding company for the group, removed Mistry as chairman and installed Tata as interim chairman.
A Tata Group source said the process to oust Mistry followed at the TGB board meeting was legal and the circular resolution moved on Friday by the directors was being initiated to “reiterate the decisions taken on November 15”. “While the issue raised by dissenting directors was discussed and duly addressed at the meeting of the board, given the adverse impact on the company and its stakeholders, including what the management and employees may suffer due to any uncertainty or conflict with its promoter, (Tata Sons), it's necessary that the board reaffirm, and confirm, Mistry was replaced as the chairman with effect from November 15 and Harish Bhat was appointed” goes the resolution the company sent in its communication to the directors.
The resolution was initiated by TGB managing director Ajoy Misra and chief financial officer L Krishnakumar, with support from independent directors Mallika Srinivasan, Ranjana Kumar, V Leeladhar and S Santhanakrishnan, for immediate adoption. In the November 15 meeting, Mistry, with Analjit Singh, and Darius Pandole, had objected to the resolutions to remove Mistry and appoint Bhat.
Tata Global is taking a leaf out of Tata Steel’s books when it decided to remove Mistry via a circular resolution. At Tata Steel, the resolution was received by e-mail only 45 minutes before the board meeting began last week.
Corporate lawyers said removal of Mistry before the Extraordinary General Meeting (EGM) of shareholders is important for the Tatas, so that Mistry cannot block the resolutions during the voting as chairman. With pliant officials at the chair, it would be easier for the Tatas to remove Mistry as director.
The group has planned a series of EGMs in December, starting with a Tata Consultancy Services shareholder meeting. Both Mistry and Nusli Wadia, independent director, are expected to speak, apart from sending their version on the entire controversy in writing to all shareholders.